TIDMACHL 
 
RNS Number : 2668S 
Asian Citrus Holdings Ltd 
07 September 2010 
 

 
7 September 2010 
Asian Citrus Holdings Limited 
("Asian Citrus" or "the Group") 
 
Memorandum of Understanding 
 
Asian Citrus, the largest orange plantation owner and the single largest orange 
producer in China, announces that it has entered into an Memorandum of 
Understanding with BPG Food & Beverages Holdings Ltd. in relation to the 
Proposed Acquisition of the entire equity interest in Top Honest Holdings 
Limited ("Top Honest") and Fame Zone Limited ("Fame Zone") (collectively 
referred to as "Target Project").  Top Honest and Fame Zone, through their 
wholly owned subsidiaries, respectively hold 92.28% and 0.66% equity interest in 
Beihai Perfuming Garden Juice Company Limited ("Beihai BPG"). 
 
According to a report issued by the fruit and vegetable juice committee of the 
China Beverage Industry Association on 16 March 2010, Beihai BPG was the leading 
supplier of tropical fruit juice concentrates in the PRC from 2007 to 2009 in 
terms of production volume, achieving more than three times the production 
volume than its next closest domestic competitor. Between 2007 and 2009, Beihai 
BPG was also the largest producer of pineapple juice concentrate and lychee 
juice concentrate, with a production volume several times larger than its next 
closest domestic competitor in the respective segments.  Currently, Beihai BPG 
has an annual output production capacity of over 60,000 tonnes and its products 
include fruit juice concentrates, fruit purees, and quick-frozen fruits. 
 
There is increasing demand in PRC for healthy food (including both fruits and 
juice beverages) due to the rapid urbanisation and continuous growth in 
household incomes and consumers' rising health consciousness. 
 
The Company considers that the Proposed Acquisition will create synergies for 
the Group through vertical integration into the citrus juice and citrus juice 
concentrates businesses and also expansion into other tropical fruit juice 
concentrates. The Proposed Acquisition will also allow the Company to expand 
into the juice and concentrated juice markets in the PRC in an effective and 
efficient way, taking into account the market-leading position and scale of the 
Target Project. Furthermore, as disclosed by the Vendor, the Target Project is 
well established and has a profitable track record. 
 
The parties to the Memorandum of Understanding have mutually agreed that if the 
Company is satisfied with the results of its due diligence process and it 
decides to undertake the Proposed Acquisition, both parties would negotiate and 
use best endeavours to enter into a formal sale and purchase agreement ("the 
Formal Agreement") by 31 October 2010, or such date as mutually agreed by the 
parties. 
 
Under the Memorandum of Understanding, the Vendor has agreed that it will not 
negotiate with any third party for the sale and transfer of the Target Project 
from the date of the Memorandum of Understanding up to the date on which the 
Formal Agreement is entered into. 
 
The Board wishes to emphasise that no legally binding agreement in relation to 
the Proposed Acquisition has been entered into as at the date of this 
announcement. The final terms of the Formal Agreement (if any), including but 
not limited to the consideration, in relation to the Proposed Acquisition, have 
yet to be determined and finalised. As the Proposed Acquisition may or may not 
proceed, public investors and the shareholders of the Company are urged to 
exercise caution when dealing in the shares of the Company. 
 
In the event the Proposed Acquisition materialises, the transaction may 
constitute a notifiable transaction under the Listing Rules and/or AIM Rules 
and/or PLUS Rules and the Company will comply with the relevant requirements 
(including but not limited to disclosure and shareholders' approval 
requirements) of the Listing Rules and/or AIM Rules and/or PLUS Rules 
accordingly. 
 
 
For further information please contact: 
 
Weber Shandwick Financial                                                Tel: 
020 7067 0700 
Nick Oborne, Stephanie Badjonat, John Moriarty 
 
J.P. Morgan CazenoveTel: 020 7742 4000 
James Mitford, Gina Gibson 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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